Common use of Form of Warrant Certificates Clause in Contracts

Form of Warrant Certificates. Subject to Section 6 of this Agreement, the Warrants to be issued under the Plan to holders of Senior Notes (as defined in the Plan) shall initially be issued in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"Warrant Certificates") shall initially be issued substantially in the form of one or more global certificates (attached hereto as 11 7 Exhibit A, shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform to usage. Warrants offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more global Warrant Certificate in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "Restricted Global Warrant"), deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Restricted Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold to Institutional Accredited Investors who are not QIBs shall be issued initially in registered form substantially in the form set forth in Exhibit A ("IAI Certificated Warrants"). Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Restricted Global Warrant shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "Restricted Certificated Warrants" and, together with IAI Certificated Warrants, the "U.S. Certificated Warrants"). Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Regulation S Global Warrants shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "Offshore Certificated Warrants"). The Offshore Certificated Warrants and the U.S. Certificated Warrants are sometimes collectively herein referred to as the "Certificated Warrants". The Restricted Global Warrant and the Regulation S Global Warrant are sometimes herein collectively referred to as the "Global Warrants." The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange or on which the Warrants may be listed, all as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing ----------- ---------------------------- the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"Warrant Certificates") shall initially be issued substantially in the form of one or more global certificates (-------------------- attached hereto as Exhibit A, shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform to usage. Warrants issued and sold to MS&Co. pursuant to the terms of the Unit Purchase Agreement by and between the Company and MS&Co. dated February 6, 2000 and Warrants transferred to Institutional Accredited Investors in accordance with Section 8.3(b) or issued pursuant to Section 2.4 in exchange for interest in the Restricted Global Warrant, shall be issued in the form of permanent certificated Warrants in registered form substantially in the form set forth in Exhibit A ("Certificated Warrants"). --------------------- Warrants transferred in reliance on Rule 144A in accordance with Section 8.3(a) shall be issued in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (collectively, the "Restricted Global Warrant"), ------------------------- deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Restricted Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange or on which the Warrants may be listed, all as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, The certificates evidencing the Series A Warrants to be issued under the Plan to holders of Senior Notes (as defined in the Plan) shall initially be issued in the form of one or more global certificates (the “Global " Series A Warrant Certificates”), ") (and the forms of election to exercise purchase shares and of assignment to be printed on the reverse thereof, in ) shall be substantially the form as set forth in Exhibit A hereto and the certificates evidencing the Series B Warrants (not including the information "Series B Warrant Certificates" and together with the Series A Warrant Certificates, the "Warrant Certificates") (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially as set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and Exhibit B hereto. The Warrant Certificates may have such letters, numbers or other marks of identification and or designation or such legends legends, summaries or endorsements placed printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Warrant Agreement or as may be required to comply with any law or with any rules rule or regulation made pursuant thereto or with any rules rule or regulation of any securities stock exchange or as may, consistently herewith, be determined by on which the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced listed, or increasedto conform to usage. Each Warrant Certificate shall be dated as of the date of issuance thereof by or on behalf of the Company, as appropriatewhether upon initial issuance or upon transfer or exchange, in accordance with and each Warrant initially shall entitle the terms holder thereof to purchase an aggregate of this Agreement. Upon requestone share of Common Stock at the applicable Exercise Price, a Holder may receive from but the Depositary number of such shares and the Warrant Agent Warrants in definitive form Series A Exercise Price and the Series B Exercise Price (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (each as defined in the PlanSection 6) shall initially be issued in the form of one or more Definitive Warrant Certificates.subject to adjustments as provided

Form of Warrant Certificates. Subject The Warrant Certificates (including the Form of Exercise attached thereto used to Section 6 exercise the Warrants and the Form of this Agreement, Assignment attached thereto used to transfer the Warrants to be issued under the Plan to holders of Senior Notes (as defined in the Plananother person) shall initially be issued in the registered form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise only and of assignment to shall be printed on the reverse thereof, in substantially the form set forth in as Exhibit A hereto (not including the information set forth in footnote 1 theretoWarrant to Purchase Common Stock), but including the information set forth in footnote 2 theretoExhibit B (Warrant to Purchase a series of Preferred Stock), Exhibit C (Warrant to Purchase a series of Senior Debt) together with such appropriate insertionsand Exhibit D (Warrant to Purchase a series of Subordinated Debt). The Warrant Certificates shall be printed, omissions, substitutions and other variations as are required lithographed or permitted by this Agreement, engraved and may have such letters, numbers or of other marks identifying and distinguishing each series of identification and Warrants from another series of Warrants. The Warrant Certificates will also have such legends legends, summaries or endorsements placed thereon as are not inconsistent with the terms of this Agreement as the Company may be required deem appropriate (i) to satisfy the requirements of Section 2 above, (ii) to comply with any law or law, (iii) to comply with any rules made pursuant thereto rule or with any rules regulation of any securities stock exchange or as may, consistently herewith, be determined by on which the officers executing such Warrant Certificates, as evidenced by their execution of Warrants and/or the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby Shares may from time to time be reduced listed, or increased(iv) to conform to general usage. Each Warrant Certificate shall state on its face the name of the registered holder thereof, as appropriatethe number of Warrants evidenced by the Warrant Certificate, in accordance with the terms date of this Agreement. Upon requestissuance of the Warrant Certificate by the Warrant Agent, whether upon initial issuance or upon a Holder may receive from subsequent transfer or exchange, and, subject to adjustments due to events occuring after the Depositary date of issuance of the Warrant Certificate, the Exercise Price per Warrant and the Warrant Agent Warrants in definitive form (Share issuable upon the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form exercise of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificateseach Warrant.

Form of Warrant Certificates. Subject to Section 6 of this Warrant Agreement, the Warrants to shall be issued under the Plan to holders of Senior Notes (as defined in the Plana) shall initially be issued in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereofdefinitive certificates, in substantially the form set forth in Exhibit A hereto A-1 (not including collectively, the information “Warrant Certificates”), and (b) by book-entry registration on the books and records of the Warrant Agent (collectively, the “Book-Entry Warrants”) as evidenced by a warrant statement, in substantially the form set forth in footnote 1 theretoExhibit A-2 (collectively, but including the information set forth in footnote 2 thereto) together with “Warrant Statements”). The Warrant Certificates and the Warrant Statements may bear such appropriate insertions, omissions, substitutions substitutions, and other variations as are required or permitted by this Warrant Agreement, and may have bear such letters, numbers numbers, or other marks of identification or designation and such legends legends, summaries, or endorsements placed thereon as may be required by the Depository or to comply with any law or with any rules rule or regulation made pursuant thereto or with any rules rule or regulation of any securities exchange or as may, consistently herewith, be determined by the officers executing Appropriate Officers (as hereinafter defined) (but which do not affect the rights, duties or responsibilities of the Warrant Agent), as evidenced by a written order of the Company, all of which shall be reasonably acceptable to the Warrant Agent. Following the execution, registration and delivery of the Warrant Certificates to the Warrant Agent together with a written order of the Company for the countersignature and delivery of such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Agent shall countersign, by either manual or facsimile signature, the Warrant Certificates as set forth in Sections 4 and 5 hereof, the Warrant Certificates shall be deposited on or after delivered by the Effective Date withWarrant Agent, or with upon the written order of the Company, to each registered holder thereof at the address for such holder set forth in such written order of the Company. Upon written order of the Company, the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered shall register in the name of Cede & Co., Warrant Register (as defined below) the Depositary’s nomineeBook-Entry Warrants. Each Global Warrant Certificate and Book-Entry Warrant shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Warrant Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"Warrant Certificates") shall initially be issued substantially in the form of one or more global certificates (attached hereto as Exhibit A, shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rules rule or regulation of any securities exchange on which the Warrants may be listed, or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificatesto conform to usage. The Global Warrant Certificates Warrants offered and sold in reliance on Rule 144A shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive permanent global Warrant CertificatesCertificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (collectively, the "Restricted Global Warrant"), deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Restricted Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "Legended Regulation S Global Warrant"), deposited with the Warrant Agent, as custodian for, and registered in the name of, the Depositary or its nominee for the accounts of Euroclear and Cedel Bank, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. Prior to the date one year from the Closing Date, beneficial interests in the Legended Regulation S Global Warrant may be only held through Euroclear and Cedel Bank. At any time on or after the date one year from the Closing Date, upon receipt by the Warrant Agent and the Company of a certificate substantially in the form of Exhibit D hereto, one or more global Warrant Certificates in registered form substantially in the form set forth in Exhibit A (the "Unlegended Regulation S Global Warrant" and together with the Legended Regulation S Global Warrant, the "Regulation S Global Warrants") shall be deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided, and the Warrant Agent shall reflect on its books and records the date and a decrease in the Legended Regulation S Global Warrant in an amount equal to the beneficial interest in number of Warrants evidenced by the Legended Regulation S Global Warrant 13 8 transferred. The aggregate number of Warrants represented by the Regulation S Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold to Institutional Accredited Investors who are not QIBs shall be issued initially in registered form substantially in the form set forth in Exhibit A ("IAI Certificated Warrants").

Form of Warrant Certificates. Subject Prior to Section 6 Separation, beneficial ownership of this Agreementthe Unit Warrants will be evidenced by record ownership of the Units. From and after Separation, the Unit Warrants to will be issued under (a) in global form (the Plan to holders of Senior Notes (as defined in the Plan) shall initially be issued "Global Warrant"), substantially in the form of one or more global certificates Exhibit A attached hereto (including the text accompanying the footnotes thereto), and (b) in definitive form (the “Global Warrant Certificates”"Definitive Warrants"), the forms of election to exercise and of assignment to be printed on the reverse thereof, substantially in substantially the form set forth in of Exhibit A hereto (not including excluding the information set forth in footnote 1 text accompanying the footnotes thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations ). The Purchaser Warrants will be issued as are required a Definitive Warrant or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant CertificatesWarrants. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and thereon; provided that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of the Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent in accordance with instructions given by the terms of this Agreementholder thereof. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together The Depository with respect to the Global Warrant Certificates, (the “"Depository") shall be The Depository Trust Company until a successor shall be appointed by the Company and become such Depository. The Global Warrant Certificates”), substantially shall be registered in the form name of Exhibit A (not including footnote 1 the Depository, or 2 thereto) the nominee of such Depository. So long as set forth in Section 6 belowthe Depository or its nominee is the registered owner of such Global Warrant it will be deemed the sole owner and holder of such Global Warrant for all purposes hereunder and under such Global Warrant. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.The

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"WARRANT CERTIFICATES") shall initially be issued substantially in the form of one or more global certificates (attached hereto as Exhibit A, shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed or any depositary, or to conform to custom or usage. Warrants offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (collectively, the "RESTRICTED GLOBAL WARRANTS") deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Restricted Global Warrants may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold in offshore transactions in reliance on Regulation S (a) prior to February 19, 2000 shall be in the form of permanent certificated Warrants in registered form substantially in the form set forth in Exhibit A (the "OFFSHORE CERTIFICATED WARRANTS") and (b) following February 19, 2000, may be in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "REGULATION S GLOBAL WARRANT" and, together with the Restricted Global Warrants, the "GLOBAL WARRANTS"), deposited with the Warrant Agent, as custodian for, and registered in the name of, the Depositary or its nominee, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Regulation S Global Warrants may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, in accordance with instructions given by the Holder thereof. Warrants transferred to Institutional Accredited Investors who are not QIBs shall be issued in registered form substantially in the form set forth in Exhibit A ("IAI CERTIFICATED WARRANTS"). Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Regulation S Global Warrant shall be issued in the form of Offshore Certificated Warrants. Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Restricted Global Warrants shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "RESTRICTED CERTIFICATED WARRANTS" and, together with the Offshore Certificated Warrants and the IAI Certificated Warrants, the "CERTIFICATED WARRANTS"). The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange or on which the Warrants may be listed, all as may, consistently herewith, be determined by the officers Officer or Officers executing such Warrant Certificates, as evidenced by their the execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates ------------ ---------------------------- representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"Warrant Certificates") shall initially be issued substantially in -------------------- the form of one or more global certificates (attached hereto as Exhibit A, shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform to usage. Warrants offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "Restricted Global Warrant"), deposited with the Warrant Agent, ------------------------- as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Restricted Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "Legended Regulation S Global Warrant"), ------------------------------------ deposited with the Warrant Agent, as custodian for, and registered in the name of, the Depositary or its nominee for the accounts of Euroclear and Cedel Bank, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. Prior to February 19, 1999, beneficial interests in the Legended Regulation S Global Warrant may be only held through Euroclear and Cedel Bank. At any time on or after February 19, 1999, upon receipt by the Warrant Agent and the Company of a certificate substantially in the form of Exhibit D hereto, one or more global Warrants in registered form substantially in the form set forth in Exhibit A (the "Unlegended Regulation S Global Warrant" -------------------------------------- and together with the Legended Regulation S Global Warrant, the "Regulation S ------------ Global Warrants") shall be deposited with the Warrant Agent, as custodian for, --------------- and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided, and the Warrant Agent shall reflect on its books and records the date and a decrease in the Legended Regulation S Global Warrant in an amount equal to the beneficial interest in number of Warrants evidenced by the Legended Regulation S Global Warrant transferred. The aggregate number of Warrants represented by the Regulation S Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants delivered to Institutional Accredited Investors who are not QIBs shall be in registered form substantially in the form set forth in Exhibit A ("IAI Certificated Warrants"). ------------------------- Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Restricted Global Warrant shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "Restricted Certificated Warrants" and, together with -------------------------------- IAI Certificated Warrants, the "U.S. Certificated Warrants"). Warrants issued -------------------------- pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Regulation S Global Warrant shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "Offshore Certificated Warrants"). The Offshore Certificated Warrants ------------------------------ and the U.S. Certificated Warrants are sometimes collectively herein referred to as the "Certificated Warrants". The Restricted Global Warrant and the --------------------- Regulation S Global Warrant are sometimes herein collectively referred to as the "Global Warrants". --------------- The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange or on which the Warrants may be listed, all as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject The Warrant Certificates will be issued in global form substantially in the form of Exhibit E hereto. The Warrant Certificates may have notations, legends or endorsements required by law, stock exchange rule or usage; provided, that any such notations, legends or endorsements are in a form acceptable to Section 6 the Company. Each Warrant Certificate shall be dated the date of its issuance and shall show the date of its countersignature. The terms and provisions contained in the Warrants, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Agreement. The Company, the Holders of the Warrants and the Warrant Agent, by their execution and delivery of this Agreement (or their acceptance of Warrants transferred to them), expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Warrant conflicts with the express provisions of this Agreement, the provisions of this Agreement shall govern and be controlling. The Warrants to will be issued under by the Plan Company in reliance on Section 4(2) of the Securities Act. Warrants may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to holders of Senior Notes (as defined the restrictions on transfer set forth herein. Warrants resold pursuant to Rule 144A shall be issued initially in the Plan) form of a permanent global Warrant in fully registered form (the “Rule 144A Global Warrant”); Warrants resold to IAIs shall initially be issued in the form of one or more a permanent global certificates Warrant in fully registered form (the “IAI Global Warrant”); and Warrants resold pursuant to Regulation S shall be issued in the form of a permanent global Warrant Certificatesin fully registered form (the “Regulation S Global Warrant”), in each case with the forms of election to exercise global securities legend and of assignment to be printed on the reverse thereof, in substantially the form applicable restricted securities legend set forth in Exhibit A hereto (not including the information set forth in footnote 1 theretoE hereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates which shall be deposited on or after behalf of the Effective Date with, or purchasers of the Warrants represented thereby with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) Custodian and registered in the name of Cede & Co.the Depository or a nominee of the Depository, duly executed by the Company and countersigned by the Warrant Agent as provided in this Agreement. Beneficial ownership interests in the Regulation S Global Warrant may be exchanged for interests in a Rule 144A Global Warrant or an IAI Global Warrant only upon (i) certification in form reasonably satisfactory to the Warrant Agent that beneficial ownership interests in such Regulation S Global Warrant are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) the certifications set forth below with respect to exchanges for interests in Rule 144A Global Warrants or IAI Global Warrants, as applicable. Beneficial interests in Regulation S Global Warrants or IAI Global Warrants may be exchanged for interests in Rule 144A Global Warrants if (1) such exchange occurs in connection with a transfer of Warrants in compliance with Rule 144A and (2) the Depositary’s nominee. Each transferor of the beneficial interest in the Regulation S Global Warrant Certificate shall represent such number or the IAI Global Warrant, as applicable, first delivers to the Warrant Agent a written certificate (in a form reasonably satisfactory to the Warrant Agent) to the effect that the beneficial interest in the Regulation S Global Warrant or the IAI Global Warrant, as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the outstanding States of the United States and other jurisdictions. Beneficial interests in Regulation S Global Warrants and Rule 144A Global Warrants may be exchanged for an interest in IAI Global Warrants if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Warrant or Rule 000X Xxxxxx Xxxxxxx, as specified thereinapplicable, first delivers to the Warrant Agent a written certificate (substantially in the form of Exhibit F and Exhibit H hereto) to the effect that (A) the Regulation S Global Warrant or Rule 000X Xxxxxx Xxxxxxx, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each shall provide that it shall represent the aggregate case in a minimum principal amount of outstanding Warrants from time the securities of $250,000, for investment purposes and not with a view to time endorsed thereon or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Warrant or an IAI Global Warrant may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Warrant only if the transferor first delivers to the Warrant Agent a written certificate (substantially in the form of Exhibit F and Exhibit G hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if applicable). The Rule 000X Xxxxxx Xxxxxxx, the IAI Global Warrant and the Regulation S Global Warrant are collectively referred to herein as “Global Warrants”. The aggregate principal amount of outstanding the Global Warrants represented thereby may from time to time be reduced increased or increased, as appropriate, in accordance with decreased by adjustments made on the terms records of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants and the Depository or its nominee as hereinafter provided. Until the separation of the Third Lien Notes and the Warrants, any transfer of any Warrants, whether in global or definitive form (the “Definitive Warrant Certificates” andform, together or any beneficial interests therein, shall be subject to compliance with the Global Warrant Certificates, Third Lien Notes Indenture as relates to the “Warrant Certificates”), substantially in Third Lien Notes and Section 2.7 of this Agreement as such section relates to the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant CertificatesUnits.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, The certificates evidencing the PetroFina Warrants to be issued under (the Plan to holders of Senior Notes "Warrant Certificates") (as defined in the Plan) shall initially be issued in together with the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise purchase PetroFina ADSs and the form of assignment to be printed on the reverse thereof, ) shall be in registered form only and shall be substantially in the form set forth in of Exhibit A 1 hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification or designation and such legends legends, summaries or endorsements placed printed thereon as PetroFina may deem appropriate and as are not inconsistent with the provisions of this Agreement and the Merger Agreement or as may be required to comply with any law or with any rules rule or regulation made pursuant thereto thereto, or with any rules to conform to usage. Subject to the provisions of any securities exchange or as maySection 21 hereof, consistently herewitheach Warrant Certificate, whenever issued, shall be determined dated the Closing Date and on its face shall specify the number of PetroFina Warrants evidenced by the officers executing such Warrant Certificates, as evidenced by their execution Certificate. As specified in such Warrant Certificate each PetroFina Warrant shall entitle the holder thereof to purchase nine-tenths (0.9) of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company one PetroFina ADS at $42.25 per PetroFina ADS (the “Depositary”) and registered in "Exercise Price"), but the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, such PetroFina ADSs (and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced any other securities or increased, as appropriate, property purchasable together therewith or in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) lieu thereof as set forth in Section 6 belowSections 10 or 12 hereof) and the Exercise Price shall be subject to the adjustments as provided herein. The Based on the initial Exercise Price of $42.25 per PetroFina ADS, a holder of ten (10) PetroFina Warrants may purchase nine (9) PetroFina ADSs for an aggregate purchase price of $380.25, subject to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificatesterms and conditions hereof.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"Warrant ------- Certificates") shall initially be issued substantially in the form of one or more global certificates (attached hereto as Exhibit A, ------------ shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed or any depositary, or to conform to custom or usage. Warrants offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (collectively, the "Global Warrants") deposited with the Warrant --------------- Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Global Warrants may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants transferred to Institutional Accredited Investors who are not QIBs shall be issued in registered form substantially in the form set forth in Exhibit A ("IAI Certificated Warrants"). ------------------------- Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Global Warrants shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "Restricted Certificated Warrants" and, together with -------------------------------- the IAI Certificated Warrants, the "Certificated Warrants"). --------------------- The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange or on which the Warrants may be listed, all as may, consistently herewith, be determined by the officers Officer or Officers executing such Warrant Certificates, as evidenced by their the execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject Warrants offered and sold to Section 6 Qualified Institutional Buyers in reliance upon Rule 144A in the United States of this Agreement, the Warrants to America ("Rule 144A Warrants") shall be issued under on the Plan to holders of Senior Notes (as defined in the Plan) shall initially be issued Issue Date in the form of one or more global certificates Warrants in registered global form ("Rule 144A Global Warrants"). Rule 144A Global Warrants shall be deposited with the Warrant Agent, as custodian for, and registered in the name of DTC or its nominee, duly executed by the Company and countersigned by the Warrant Agent as provided herein; provided until such time as the Warrants Separate from the Notes, the Rule 144A Global Warrants shall be registered in the name of the Unit Agent and shall be represented by a Global Unit deposited with the Unit Agent as custodian for and registered in the name of DTC or its nominee. Warrants offered and sold outside the United States of America in reliance on Regulation S ("Regulation S Warrants") shall be issued on the Issue Date in the form of one or more global Warrants in registered global form (the “"Regulation S Global Warrants"). Regulation S Global Warrants shall be the Warrant Certificates”Agent as custodian for, and registered in the name of, DTC or its nominee, for credit to the subscribers' respective accounts at Euroclear and Cedel, duly executed by the Company and countersigned by the Warrant Agent as provided herein; provided that until such time as the Warrants Separate from the Notes, the Regulation S Global Warrants shall be registered in the name of the Unit Agent and shall be represented by a Global Unit deposited with the Unit Agent as custodian for and registered in the name of DTC or its nominee, for credit to the subscribers' respective accounts at Euroclear and Cedel. During a period of 40 days commencing on the latest of the commencement of the Offering and the Issue Date (such period through and including such 40th day, the "Restricted Period"), beneficial interests in the forms of election Regulation S Global Warrants may be held only through Euroclear or Cedel (as indirect participants in DTC). The Rule 144A Global Warrants and the Regulation S Global Warrants are sometimes collectively herein referred to exercise and of assignment as the "Global Warrants". The Warrant Certificates evidencing the Global Warrants to be printed on the reverse thereof, delivered pursuant to this Agreement shall be substantially in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificatesattached hereto. The Such Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate Warrants shall represent such number of the outstanding Warrants as shall be specified therein, therein and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding 11 8 Warrants represented thereby may from time to time be reduced decreased or increased, as appropriate, . Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and DTC in accordance with instructions given by the terms of this Agreementholder thereof. Upon request, a Holder may receive from The Depository Trust Company shall act as the Depositary and the Warrant Agent Warrants in definitive form Depository (the “Definitive Warrant Certificates” and, together "Depository") with respect to the Global Warrant CertificatesWarrants until a successor, if any, shall be appointed by the “Warrant Certificates”Company. Except as provided in Section 2.9(b), substantially owners of beneficial interests in the form a Global Warrant will not be entitled to receive physical delivery of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant CertificatesWarrants.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, the Warrants to be issued under the Plan to holders of Senior Notes (as defined in the Plan) shall initially be issued in the form of one or more global certificates (the “"Global Warrant Certificates”"), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto). Warrant Certificates (as defined below) together with may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or trading system or as may, consistently herewith, be determined by the officers of the Company executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificatesthereof. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “"Depositary”") and registered in the name of Cede & Co., as the Depositary’s 's nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “"Definitive Warrant Certificates” " and, together with the Global Warrant Certificates, the “"Warrant Certificates”"), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificateshereof.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, the Warrants shall be issued (1) in the form of one or more warrant certificates in definitive form (the "Definitive Warrant Certificates") in substantially the form set forth in Exhibit A-1 hereto, the forms of election to exercise and of assignment to be issued under printed on the Plan to holders of Senior Notes reverse thereof, and (as defined in the Plan2) shall initially be issued in the form of one or more global certificates (the “"Global Warrant Certificates”"), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth A-2 hereto, in footnote 1 thereto, but including the information set forth in footnote 2 thereto) each case together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Initial Distribution Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “"Depositary”") and registered in the name of Cede & Co., as the Depositary’s 's nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder (as defined below) may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “"Definitive Warrant Certificates” " and, together with the Global Warrant Certificates, the “"Warrant Certificates”"), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) A-1 as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, the The Warrants to will be issued under (a) in global form (the Plan to holders of Senior Notes (as defined in the Plan) shall initially be issued "Global Warrant"), substantially in the form of one or more global certificates Exhibit A attached hereto (including the text accompanying the footnotes thereto), and (b) in definitive form (the “Global Warrant Certificates”"Definitive Warrants"), the forms of election to exercise and of assignment to be printed on the reverse thereof, substantially in substantially the form set forth in of Exhibit A hereto (not including excluding the information set forth in footnote 1 text accompanying the footnotes thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates). The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and thereon; provided that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, to reflect exercises, exchanges and redemptions. Any endorsement of the Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent in accordance with instructions given by the terms of this Agreementholder thereof. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together The depository with respect to the Global Warrant Certificates(the "Depository") shall be The Depository Trust Company ("DTC") until a successor shall be appointed by the Company and become such Depository. The Global Warrant shall be registered in the name of the Depository, or the “nominee of such Depository. So long as the Depository or its nominee is the registered owner of such Global Warrant it will be deemed the sole owner and holder of such Global Warrant for all purposes hereunder and under such Global Warrant. The certificates (the "Warrant Certificates”), ") evidencing the Global Warrant and the Definitive Warrants to be delivered pursuant to this Agreement shall be substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 belowExhibit A attached hereto. Neither the Company nor the Warrant Agent will have any responsibility or liability for any aspects of the records relating to beneficial ownership interest of the Global Warrant in the name of the Depository or its nominee or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Warrant Certificates shall contain such legends and endorsements as the Warrant Agent may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any rule or regulation of any securities exchange on which the Warrants shall be listed, or to be issued under the Plan conform to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificatescustomary usage.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"Warrant Certificates") shall initially be issued substantially in the form of one or more global certificates (attached hereto as Exhibit A, shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform to usage. Warrants offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "Restricted Global Warrant"), deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Restricted Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. - 7 - 11 Warrants offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "Legended Regulation S Global Warrant"), deposited with the Warrant Agent, as custodian for, and registered in the name of, the Depositary or its nominee for the accounts of Euroclear and Cedel Bank, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. Prior to the date one year after the date hereof, beneficial interests in the Legended Regulation S Global Warrant may be held only through Euroclear and Cedel Bank. At any time on or after the date one year after the date hereof, upon receipt by the Warrant Agent and the Company of a certificate substantially in the form of Exhibit D hereto, one or more global Warrant Certificates in registered form substantially in the form set forth in Exhibit A (the "Unlegended Regulation S Global Warrants" and together with the Legended Regulation S Global Warrant, the "Regulation S Global Warrant") shall be deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided, and the Warrant Agent shall reflect on its books and records the date and a decrease in the Legended Regulation S Global Warrant in an amount equal to the number of Warrants evidenced by the Legended Regulation S Global Warrant transferred. The aggregate number of Warrants represented by the Regulation S Global Warrants may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold to Institutional Accredited Investors who are not QIBs shall be issued initially in registered form substantially in the form set forth in Exhibit A ("IAI Certificated Warrants"). Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Restricted Global Warrant shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "Restricted Certificated Warrants" and, together with IAI Certificated Warrants, the "U.S. Certificated Warrants"). Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Regulation S Global Warrant shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "Offshore Certificated Warrants"). The Offshore Certificated Warrants and the U.S. Certificated Warrants are sometimes herein collectively referred to as the "Certificated Warrants". The Restricted Global Warrant and the Regulation S Global Warrant are sometimes herein collectively referred to as the "Global Warrants." The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange or on which the Warrants may be listed, all as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject In partial consideration of the assets to Section 6 ----------------------------------- be transferred to New Hillhaven pursuant to the Distribution Agreement between NME and New Hillhaven, New Hillhaven hereby agrees to issue on the date of this Agreementthe Distribution, to NME or its designees, Warrants to purchase an aggregate of 30 million shares of New Hillhaven Common Stock. New Hillhaven covenants and agrees that, as long as the Warrants are outstanding, it will use its best efforts to be issued (i) maintain the listing of the New Hillhaven Common Stock on the American Stock Exchange ("ASE") and (ii) make publicly available (within the meaning of Rule 144 promulgated under the Plan Act) the information referred to holders in paragraph (c) of Senior Notes such Rule, as from time to time amended. Certificates evidencing the Warrants (as defined in the Plan) shall initially be issued in the form of one or more global certificates (the “Global Warrant Certificates”), and the forms of election to exercise purchase shares and of assignment to be printed on the reverse thereof, ) shall be substantially in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto"Warrant Certificates") together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification or designation and such legends legends, summaries or endorsements placed printed, lithographed or engraved thereon as New Hillhaven may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules rule or regulation made pursuant thereto or with any rules of rule or regulation Of any securities stock exchange or as may, consistently herewith, be determined by on which the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced listed, or increasedto conform to usage; provided, as appropriatehowever, in accordance with that no addition to the terms Warrant Certificates shall substantially change the nature of this Agreement. Upon requestor increase the duties, a Holder may receive from the Depositary and obligations or liabilities of the Warrant Agent Warrants in definitive form (hereunder without the “Definitive consent of the Warrant Certificates” and, together with Agent. Subject to the Global Warrant Certificatesprovisions of Section 20, the “Warrant Certificates”)Certificates shall be dated as of the date of issuance thereof by the Warrant Agent, substantially in either upon initial issuance or upon transfer or exchange, and on their face shall entitle the form holders thereof to purchase one share each of Exhibit A (not including footnote 1 or 2 thereto) as New Hillhaven Common Stock at the price per share set forth in Section 6 below. The Warrants therein ("Purchase Price") for each Warrant represented thereby, but the number of such shares and the Purchase Price per share shall be subject to be issued under the Plan to holders of General Unsecured Claims (adjustments as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificatesprovided herein.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing ----------- ---------------------------- the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"Warrant Certificates") shall initially be issued substantially in the form of one or more global certificates (-------------------- attached hereto as Exhibit A, shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform to usage. Warrants offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (a "Global Warrant"), deposited with the Warrant Agent, as custodian for, and -------------- registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by a Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold to Institutional Accredited Investors who are not QIBs ("Non-Global Purchasers") shall be issued initially in registered, --------------------- certificated form substantially in the form set forth in Exhibit A ("IAI --- Certificated Warrants"). --------------------- Warrants issued pursuant to Sections 2.4 and 8.2(b) in exchange for interests in a Global Warrant shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "Restricted Certificated Warrants" and, together with IAI Certificated -------------------------------- Warrants, the " Certificated Warrants"). --------------------- The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange or on which the Warrants may be listed, all as may, consistently herewith, be determined by the officers Officer executing such Warrant Certificates, as evidenced by their the execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 The Warrant Certificates (a) shall be issued in registered form only and substantially in the form attached hereto as Exhibit A, (b) shall be dated the date of issuance thereof (whether upon initial issuance, registration of transfer, exchange or replacement), (c) shall show the date of countersignature and (d) shall have such legends and endorsements, each as provided by the Company, typed, stamped, printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, the Warrants to be issued under the Plan to holders of Senior Notes (as defined in the Plan) shall initially be issued in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rules rule or regulation of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of on which the Warrant Certificates. may be listed, or to conform to customary usage, including, without limitation, the Private Placement Legend set forth on the form of face of Warrant Certificate attached hereto as Exhibit A. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with in a format and in a form reasonably satisfactory to the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) Agent. Warrants offered and registered sold in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate reliance on Rule 144A and to Institutional Accredited Investors shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive permanent Global Warrants in registered form, substantially in the form set forth in Exhibit A, deposited with the Warrant Agent, as custodian for the Depositary, and shall bear the legend set forth on Exhibit B. The aggregate number of Warrants represented by any Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, as hereinafter provided. Warrants offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of certificated Warrants in registered form, substantially in the form set forth in Exhibit A (the "Offshore Physical Warrants"). Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Warrants offered and sold in reliance on Rule 144A may be issued, in the form of certificated Warrants in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Warrants"). The Offshore Physical Warrants and the U.S. Physical Warrants are sometimes collectively herein referred to as the "Physical Warrants." Pending the preparation of definitive Warrant Certificates, temporary Warrant Certificates may be issued, which may be printed, lithographed, typewritten, mimeographed or otherwise produced, and which will be substantially of the tenor of the definitive Warrant Certificates in lieu of which they are issued. If temporary Warrant Certificates are issued, the Company will cause definitive Warrant Certificates to be prepared without unreasonable delay. After the preparation of definitive Warrant Certificates, the temporary Warrant Certificates shall be exchangeable for definitive Warrant Certificates upon surrender of the temporary Warrant Certificates to the Warrant Agent, without charge to the Holder. Until so exchanged the temporary Warrant Certificates shall in all respects be entitled to the same benefits under this Agreement as definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"Warrant Certificates") shall initially be issued in registered form only and substantially in the form of one or more global certificates (the “Global attached hereto as Exhibit A. The Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and Certificates may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or endorsements placed thereon as may be required to comply with any law or with any rules rule or regulation made pursuant thereto or with any rules rule or regulation of any securities exchange or automated quotation system on which the Warrants may be listed or designated for issuance, or to conform to usage. The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods, all as may, consistently herewith, be determined by the officers officer of the Company executing such Warrant Certificates, as evidenced by their such officer's execution of the such Warrant Certificates. The Global Warrant Certificates So long as the Warrants are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Warrants issued hereunder shall be deposited on or after the Effective Date with, or with the represented by a Warrant Agent as custodian for, The Depository Trust Company Certificate in global form (the “Depositary”"Global Warrant") and registered in the name of Cede & Co., as the Depositary or the nominee of the Depositary’s nominee. Each The terms and provisions contained in the forms of the Warrant Certificates attached hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Agreement. The Global Warrant Certificate shall represent such number of the outstanding Warrants as shall be specified therein, therein and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount number of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with on the terms records of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (Agent, as Custodian for the “Definitive Warrant Certificates” andDepositary, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificateshereinafter provided.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing ----------- ---------------------------- the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"Warrant Certificates") shall initially be issued in registered or bearer form and substantially in the form of attached hereto as Exhibit A. The Warrants sold outside the United States shall be represented by a single, permanent global Warrant in bearer form, deposited with DBC (the "DBC Global Warrant"), which will represent the Warrants held by accountholders in DBC. All Warrants sold to U.S. investors (and others requesting registered Warrants), will be represented by one or more global certificates registered Warrants deposited with a custodian for, and registered in the name DTC or its nominee (the “"DTC Global Warrant"). The Warrant Certificates”), Certificates shall be dated the forms of election to exercise date on which countersigned by the Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements typed, stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto thereto, or with any rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificatesto conform to usage. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) terms and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially provisions contained in the form of Warrant Certificate annexed hereto as Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders shall constitute, and are hereby expressly made, a part of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificatesthis Agreement.

Form of Warrant Certificates. Subject to Section 6 of this Warrant Agreement, the Warrants to shall be issued under the Plan to holders of Senior Notes (as defined in the Plana) shall initially be issued in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereofdefinitive certificates, in substantially the form set forth in Exhibit A hereto A-1 (not including collectively, the information “Definitive Warrant Certificates”), and (b) in the form of one or more global certificates, in substantially the form set forth in footnote 1 theretoExhibit A-2 (collectively, but including the information set forth in footnote 2 thereto) “Global Warrant Certificates,” and together with the Definitive Warrant Certificates, the “Warrant Certificates”) hereto. The Warrant Certificates may bear such appropriate insertions, omissions, substitutions substitutions, and other variations as are required or permitted by this Warrant Agreement, and may have bear such letters, numbers numbers, or other marks of identification or designation and such legends legends, summaries, or endorsements placed thereon as may be required by the Depository or to comply with any law or with any rules rule or regulation made pursuant thereto or with any rules rule or regulation of any securities exchange or as may, consistently herewith, be determined by the officers Appropriate Officers (as hereinafter defined) executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates, all of which shall be reasonably acceptable to the Warrant Agent. The Global Warrant Certificates shall be deposited on or after the Effective Date date hereof with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “DepositaryDepository”) and registered in the name of Cede & Co., as the DepositaryDepository’s nominee. Following the execution, registration and countersignature of the Definitive Warrant Certificates as set forth in Sections 4 and 5 hereof, the Definitive Warrant Certificates shall be delivered by the Warrant Agent, upon the written order of the Company, to each registered holder thereof at the address for such holder set forth in such written order of the Company. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Warrant Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"WARRANT CERTIFICATES") shall initially be issued substantially in the form of one or more global certificates (attached hereto as Exhibit A, shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform to usage. Warrants offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "RESTRICTED GLOBAL WARRANT"), deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Restricted Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "TEMPORARY REGULATION S GLOBAL WARRANT"), deposited with the Warrant Agent, as custodian for, and registered in the name of, the Depositary or its nominee for the accounts of Euroclear and Cedel Bank, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. Prior to January 29, 1999, beneficial interests in the Temporary Regulation S Global Warrant may only be held through Euroclear and Cedel Bank. At any time following January 29, 1999, upon receipt by the Warrant Agent and the Company of a certificate substantially in the form of Exhibit D hereto, one or more global Warrants in registered form substantially in the form set forth in Exhibit A (the "PERMANENT REGULATION S GLOBAL WARRANT"; and together with the Temporary Regulation S Global Warrant, the "REGULATION S GLOBAL WARRANTS") shall be deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided, and the Warrant Agent shall reflect on its books and records the date and a decrease in the Temporary Regulation S Global Warrant in an amount equal to the beneficial interest in number of Warrants evidenced by the Temporary Regulation S Global Warrant transferred. The aggregate number of Warrants represented by the Regulation S Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold to Institutional Accredited Investors who are not QIBs shall be issued initially in registered form substantially in the form set forth in Exhibit A ("IAI CERTIFICATED WARRANTS"). Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Restricted Global Warrant shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "RESTRICTED CERTIFICATED WARRANTS" and, together with IAI Certificated Warrants, the "U.S. CERTIFICATED WARRANTS"). Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Regulation S Global Warrants shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "OFFSHORE CERTIFICATED WARRANTS"). The Offshore Certificated Warrants and the U.S. Certificated Warrants are sometimes herein collectively referred to as the "CERTIFICATED WARRANTS". The Restricted Global Warrant and the Regulation S Global Warrant are sometimes herein collectively referred to as the "GLOBAL WARRANTS." The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange or on which the Warrants may be listed, all as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"Warrant Certificates") shall initially be issued substantially in the form of one or more global certificates (attached hereto as Exhibit A, shall be dated the “Global date on which countersigned by the Warrant Certificates”), the forms of election to exercise Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform to usage. Warrants offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "Restricted Global Warrant"), deposited with the Warrant Agent, as custodian for the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Restricted Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "Regulation S Global Warrant"), deposited with the Warrant Agent, as custodian for the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Regulation S Global Warrants may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold to Institutional Accredited Investors shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "IAI Global Warrant"), deposited with the Warrant Agent, as custodian for the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the IAI Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants issued in exchange for interests in the Restricted Global Warrant or the IAI Global Warrant pursuant to Sections 2.4 and 8.2(b) are referred to herein as the "U.S. Certificated Warrants". Warrants issued pursuant to Sections 2.4 and 8.2(b) in exchange for interests in the Regulation S Global Warrants are referred to herein as the "Offshore Certificated Warrants". The U.S. Certificated Warrants and the Offshore Certificated Warrants are sometimes collectively herein referred to as the "Certificated Warrants". The Restricted Global Warrant, the Regulation S Global Warrant and the IAI Global Warrant are sometimes herein collectively referred to as the "Global Warrants." The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange or on which the Warrants may be listed, all as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject Warrants offered and sold to Section 6 Qualified Institutional Buyers in reliance upon Rule 144A in the United States of this Agreement, the Warrants to America ("Rule 144A Warrants") shall be issued under on the Plan to holders of Senior Notes (as defined in the Plan) shall initially be issued Issue Date in the form of one or more global certificates Warrants in registered global form ("Rule 144A Global Warrants"). Rule 144A Global Warrants shall be deposited with the “Warrant Agent, as custodian for, and registered in the name of DTC or its nominee, duly executed by the Company and countersigned by the Warrant Agent as provided herein; provided that until such time as the Warrants Separate (as defined below) from the Notes, the Rule 144A Global Warrants shall be registered in the name of the Unit Agent and shall be represented by a U.S. Global Unit deposited with the Unit Agent as custodian for and registered in the name of DTC or its nominee. Euroclear and Cedel, duly executed by the Company and countersigned by the Warrant Certificates”Agent as provided herein; provided that until such time as the Warrants Separate from the Notes, the Regulation S Global Warrants shall be registered in the name of the Unit Agent and shall be represented by a Regulation S Global Unit deposited with the Unit Agent as custodian for, and registered in the name of, DTC or its nominee, for credit to the subscribers' respective accounts at Euroclear and Cedel. During a period of 40 days commencing on the latest of the commencement of the Offering and the Issue Date (such period through and including such 40th day, the "Restricted Period"), beneficial interests in the forms of election Regulation S Global Warrants may be held only through Euroclear or Cedel (as indirect participants in DTC). The Rule 144A Global Warrants and the Regulation S Global Warrants are sometimes collectively referred to exercise and of assignment herein as the "Global Warrants". The Warrant Certificates evidencing the Global Warrants to be printed on the reverse thereof, delivered pursuant to this Agreement shall be substantially in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificatesattached hereto. The Such Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate Warrants shall represent such number of the outstanding Warrants as shall be specified therein, therein and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced decreased or increased, as appropriate, . Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and DTC in accordance with instructions given by the terms of this Agreementholder thereof. Upon request, a Holder may receive from The Depository Trust Company shall act as the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together "Depositary") with respect to the Global Warrant CertificatesWarrants until a successor, if any, shall be appointed by the “Warrant Certificates”Company. Except as provided in Section 2.9(b), substantially owners of beneficial interests in the form a Global Warrant will not be entitled to receive physical delivery of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant CertificatesWarrants.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing ----------- ---------------------------- the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"Warrant Certificates") shall initially be issued substantially in the form of one or more global certificates (-------------------- attached hereto as Exhibit A, shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform to usage. Warrants offered and sold shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "Global Warrant"), -------------- deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Global Warrant shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "Certificated Warrants"). --------------------- The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange or on which the Warrants may be listed, all as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject Warrants offered and sold to Section 6 ---------------------------- Qualified Institutional Buyers in reliance upon Rule 144A in the United States of this Agreement, the Warrants to America ("Rule 144A Warrants") shall be issued under on the Plan to holders of Senior Notes (as defined in the Plan) shall initially be issued Issue Date in the form ------------------ of one or more global certificates Warrants in registered global form ("Global Warrants"). --------------- The Company may also elect, in its sole discretion, to create additional forms of global Warrants containing transfer and other restrictions which comply with applicable U.S. securities and other laws from time to time, although the “Company is not obligated to do so. Global Warrants shall be deposited with the Warrant Certificates”)Agent, as custodian for, and registered in the name of DTC or its nominee, duly executed by the Company and countersigned by the Warrant Agent as provided herein; provided that, until such time as the Warrants Separate from the Notes, the forms Global Warrants shall be registered in the name of election to exercise DTC or its nominee and shall be represented by a Global Unit deposited with the Unit Agent as custodian for and registered in the name of assignment DTC or its nominee. The Warrant Certificates evidencing Definitive Warrants to be printed on delivered pursuant to this Agreement shall be substantially in the reverse thereof, form set forth in Exhibit B attached hereto. The Warrant Certificates evidencing the Global Warrants to be delivered pursuant to this Agreement shall be substantially in the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificatesattached hereto. The Such Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate Warrants shall represent such number of the outstanding Warrants as shall be specified therein, therein and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced decreased or increased, as appropriate, . Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and DTC in accordance with instructions given by the terms Holder thereof. Except as provided in Section 2.9(b), owners of this Agreement. Upon request, beneficial interests in a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form will not be entitled to receive delivery of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant CertificatesWarrants.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"WARRANT CERTIFICATES") shall initially be issued substantially in the form of one or more global certificates (attached hereto as Exhibit A, shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform to usage. Warrants offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "RESTRICTED GLOBAL WARRANT"), deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Restricted Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "LEGENDED REGULATION S GLOBAL WARRANT"), deposited with the Warrant Agent, as custodian for, and registered in the name of, the Depositary or its nominee for the accounts of Euroclear and Cedel Bank, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. Prior to July 1, 1998, beneficial interests in the Legended Regulation S Global Warrant may be only held through Euroclear and Cedel Bank. At any time on or after July 1, 1998, upon receipt by the Warrant Agent and the Company of a certificate substantially in the form of Exhibit D hereto, one or more global Warrants in registered form substantially in the form set forth in Exhibit A (the "UNLEGENDED REGULATION S GLOBAL WARRANT" and together with the Legended Regulation S Global Warrant, the "REGULATION S GLOBAL WARRANTS") shall be deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided, and the Warrant Agent shall reflect on its books and records the date and a decrease in the Legended Regulation S Global Warrant in an amount equal to the beneficial interest in number of Warrants evidenced by the Legended Regulation S Global Warrant transferred. The aggregate number of Warrants represented by the Regulation S Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold to Institutional Accredited Investors who are not QIBs shall be issued initially in registered form substantially in the form set forth in Exhibit A ("IAI CERTIFICATED WARRANTS"). Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Restricted Global Warrant shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "RESTRICTED CERTIFICATED WARRANTS" and, together with IAI Certificated Warrants, the "U.S. CERTIFICATED WARRANTS"). Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Regulation S Global Warrant shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "OFFSHORE CERTIFICATED WARRANTS"). The Offshore Certificated Warrants and the U.S. Certificated Warrants are sometimes collectively herein referred to as the "CERTIFICATED WARRANTS". The Restricted Global Warrant and the Regulation S Global Warrant are sometimes herein collectively referred to as the "GLOBAL WARRANTS". The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange or on which the Warrants may be listed, all as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"Warrant Certificates") shall initially be issued substantially in the form of one or more global certificates (attached hereto as Exhibit A, shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform to usage. Warrants offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (collectively, the "Restricted Global Warrant"), deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Restricted Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "Legended Regulation S Global Warrant"), deposited with the Warrant Agent, as custodian for, and registered in the name of, the Depositary or its nominee for the accounts of Euroclear and Cedel Bank, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. Prior to the date one year from the Closing Date, beneficial interests in the Legended Regulation S Global Warrant may be only held through Euroclear and Cedel Bank. At any time on or after the date one year from the Closing Date, upon receipt by the Warrant Agent and the Company of a certificate substantially in the form of Exhibit D hereto, one or more global Warrant Certificates in registered form substantially in the form set forth in Exhibit A (the "Unlegended Regulation S Global Warrant" and together with the Legended Regulation S Global Warrant, the "Regulation S Global Warrants") shall be deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided, and the Warrant Agent shall reflect on its books and records the date and a decrease in the Legended Regulation S Global Warrant in an amount equal to the beneficial interest in number of Warrants evidenced by the Legended Regulation S Global Warrant transferred. The aggregate number of Warrants represented by the Regulation S Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold to Institutional Accredited Investors who are not QIBs shall be issued initially in registered form substantially in the form set forth in Exhibit A ("IAI Certificated Warrants"). Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Restricted Global Warrant shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "Restricted Certificated Warrants" and, together with IAI Certificated Warrants, the "U.S. Certificated Warrants"). Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Regulation S Global Warrant shall be issued in the form of permanent Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "Offshore Certificated Warrants"). The Offshore Certificated Warrants and the U.S. Certificated Warrants are sometimes collectively herein referred to as the "Certificated Warrants". The Restricted Global Warrant and the Regulation S Global Warrant are sometimes herein collectively referred to as the "Global Warrants." The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange or on which the Warrants may be listed, all as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"WARRANT CERTIFICATES") shall initially be issued substantially in the form of one or more global certificates (attached hereto as Exhibit A, shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed or any depositary, or to conform to custom or usage. Warrants offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (collectively, the "RESTRICTED GLOBAL WARRANTS") registered in the name of the nominee of the Depositary and deposited with the Common Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Restricted Global Warrants may from time to time be increased or decreased by adjustments made on the records of the Common Depositary, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold in offshore transactions in reliance on Regulation S (a) prior to February 19, 2000 shall be in the form of permanent certificated Warrants in registered form substantially in the form set forth in Exhibit A (the "OFFSHORE CERTIFICATED WARRANTS") and (b) following February 19, 2000, may be in the form of one or more global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "REGULATION S GLOBAL WARRANT" and, together with the Restricted Global Warrants, the "GLOBAL WARRANTS"), registered in the name of, the Depositary or its nominee, deposited with the Common Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Regulation S Global Warrants may from time to time be increased or decreased by adjustments made on the records of the Common Depositary, in accordance with instructions given by the Holder thereof. Warrants transferred to Institutional Accredited Investors who are not QIBs shall be issued in registered form substantially in the form set forth in Exhibit A ("IAI CERTIFICATED WARRANTS"). Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Regulation S Global Warrant shall be issued in the form of Offshore Certificated Warrants. Warrants issued pursuant to Section 2.4 and Section 8.2(b) in exchange for interests in the Restricted Global Warrants shall be issued in the form of Warrant Certificates in registered form, substantially in the form set forth in Exhibit A (the "RESTRICTED CERTIFICATED WARRANTS" and, together with the Offshore Certificated Warrants and the IAI Certificated Warrants, the "CERTIFICATED WARRANTS"). The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange or on which the Warrants may be listed, all as may, consistently herewith, be determined by the officers Officer or Officers executing such Warrant Certificates, as evidenced by their execution of the such Warrant Certificates. The If a Holder of a Restricted Global Warrant Certificates notifies the Warrant Agent in writing, in accordance with Section 12.5, that a holder of a beneficial interest in such Warrant wishes to hold such interest through DTC, one or more global Warrants in registered form, substantially in the form set forth in Exhibit A (the "GLOBAL DTC WARRANTS") registered in the name of the nominee of the Depositary, deposited with the Warrant Agent, as custodian for the Depositary, duly executed by the Company and countersigned by the Warrant Trustee shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (for the “Depositary”) Depositary or its nominee and registered the Common Depositary shall reflect on its books and records the date and a decrease in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number principal amount of the outstanding Warrants as specified therein, and each shall provide that it shall represent the Restricted Global Warrant. The aggregate principal amount of outstanding the Global DTC Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Warrant Agent, as appropriatecustodian for the Depositary or its nominee, in accordance with the terms instructions given by the Holder thereof, as hereinafter provided. The provisions of this Agreement. Upon request, a Holder may receive from the Depositary "Operating Procedures of the Euroclear System" and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially "Terms and Conditions Governing Use of Euroclear" of Euroclear and "The General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be applicable to interests in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Regulation S Global Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificatesthat are held by Agent Members through Euroclear and Cedel Bank.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, the Warrants to be issued under the Plan to holders of Senior Notes (as defined in the Plan) shall initially be issued in the form of one or more global certificates (the “"Global Warrant Certificates”"), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Initial Distribution Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “"Depositary”") and registered in the name of Cede & Co., as the Depositary’s 's nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “"Definitive Warrant Certificates” " and, together with the Global Warrant Certificates, the “"Warrant Certificates”"), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, the Warrant Certificates ---------------------------- representing Warrants to offered and sold in reliance on Rule 144A shall be issued under the Plan to holders of Senior Notes (as defined in the Plan) shall initially be issued in the form of one or more global certificates permanent Global Warrants (the “"Global ------ Warrants"). Warrants offered and sold in reliance on any other exemption from -------- registration under the Securities Act other than as described in the preceding sentence shall be issued in the form of definitive Warrant Certificates”Certificates (the "Definitive Warrants"), . The Warrant Certificates evidencing the forms of election to exercise and of assignment Global Warrants ------------------- or the Definitive Warrants to be printed on the reverse thereof, delivered pursuant to this Agreement shall be substantially in substantially the form set forth in Exhibit A attached hereto (not in the case of --------- the Global Warrants, including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates). The Such Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate Warrants shall represent such number of the outstanding Warrants as shall be specified therein, therein and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, . Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and Depositary (as defined below) in accordance with instructions given by the terms of this Agreementholder thereof. The Depository Trust Company shall act as the Depositary (the "Depositary") with ---------- respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Holder Warrant holder may receive from the Depositary and the Warrant Agent Definitive Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates1.08 hereof.

Form of Warrant Certificates. Subject to Section 6 of this ---------------------------- Agreement, the Warrants to be issued under the Plan to holders of Senior Notes (as defined in the Plan) shall initially be issued in the form of one or more global certificates (the “"Global Warrant Certificates”"), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information --------- set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates. The Global Warrant Certificates shall be deposited on or after the Effective Initial Distribution Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “"Depositary”") and registered in the name of Cede & Co., as the Depositary’s 's nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “"Definitive Warrant Certificates” " and, together with the Global Warrant Certificates, the “"Warrant Certificates”"), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 --------- below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan"Warrant Certificates") shall initially be issued substantially in the form of one or more global certificates (attached hereto as Exhibit A, shall be dated the “Global date on which such Warrant Certificates”), Certificates are countersigned by the forms of election to exercise Warrant Agent and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with shall have such appropriate insertions, omissions, substitutions and other variations insertions as are appropriate or required or permitted by this Agreement, Agreement and may have such letters, numbers or other marks of identification and 11 7 such legends and endorsements stamped, printed, lithographed or endorsements placed engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rules made rule or regulation pursuant thereto or with any rules rule or regulation of any securities exchange on which the Warrants may be listed, or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificatesto conform to usage. The Global Warrant Certificates Warrants offered and sold in reliance on Rule 144A shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive permanent global Warrant CertificatesCertificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "Restricted Global Warrant"), deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. The aggregate number of Warrants represented by the Restricted Global Warrant may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof. Warrants offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Warrant Certificates in definitive, fully registered form, substantially in the form set forth in Exhibit A (the "Legended Regulation S Global Warrant"), deposited with the Warrant Agent, as custodian for, and registered in the name of, the Depositary or its nominee for the accounts of Euroclear and Cedel Bank, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided. Prior to the date one year after the Closing Date, beneficial interests in the Legended Regulation S Global Warrant may be held only through Euroclear and Cedel Bank. At any time on or after the date one year after the Closing Date, upon receipt by the Warrant Agent and the Company of a certificate substantially in the form of Exhibit D hereto, one or more global Warrant Certificates in registered form substantially in the form set forth in Exhibit A (the "Unlegended Regulation S Global Warrants" and together with the Legended Regulation S Global Warrant, the "Regulation S Global Warrant") shall be deposited with the Warrant Agent, as custodian for, and registered in the name of the nominee for, the Depositary, duly executed by the Company and countersigned by the Warrant Agent as hereinafter provided, and the Warrant Agent shall reflect on its books and records the date and a decrease in the Legended Regulation S Global Warrant in an amount equal to the number of Warrants evidenced by the Legended Regulation S Global Warrant transferred. The aggregate number of Warrants represented by the Regulation S Global Warrants may from time to time be increased or decreased by adjustments made on the records of the Warrant Agent, as custodian for the Depositary, or its nominee, as provided in Section 2.4 and Section 8.3 hereof.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, Certificates representing the Warrants to be issued under (the Plan to holders of Senior Notes (as defined in the Plan“Warrant Certificates”) shall initially be issued in registered form only and substantially in the form of one or more global certificates (the “Global attached hereto as Exhibit A. The Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and Certificates may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or endorsements placed thereon as may be required to comply with any law or with any rules rule or regulation made pursuant thereto or with any rules rule or regulation of any securities exchange or automated quotation system on which the Warrants may be listed or designated for issuance, or to conform to usage. The definitive Warrant Certificates shall be typed, printed, lithographed or engraved or produced by any combination of these methods, all as may, consistently herewith, be determined by the officers officer of the Company executing such Warrant Certificates, as evidenced by their such officer’s execution of the such Warrant Certificates. The Global Warrant Certificates So long as the Warrants are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Warrants issued hereunder shall be deposited on or after the Effective Date with, or with the represented by a Warrant Agent as custodian for, The Depository Trust Company Certificate in global form (the “DepositaryGlobal Warrant”) and registered in the name of Cede & Co., as the Depositary or the nominee of the Depositary’s nominee. Each The terms and provisions contained in the forms of the Warrant Certificates attached hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Agreement. The Global Warrant Certificate shall represent such number of the outstanding Warrants as shall be specified therein, therein and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount number of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with on the terms records of this Agreement. Upon request, a Holder may receive from the Depositary and the Warrant Agent Warrants in definitive form (Agent, as Custodian for the “Definitive Warrant Certificates” andDepositary, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificateshereinafter provided.

Form of Warrant Certificates. Subject to Section 6 of this Agreement, the Warrant Certificates representing Warrants to offered and sold in reliance on Rule 144A shall be issued under the Plan to holders of Senior Notes (as defined in the Plan) shall initially be issued in the form of one or more global certificates permanent Global Warrants (the “"Global Warrant Certificates”Warrants"), substantially in the forms form of election to exercise Exhibit A hereto (including footnote 1 thereto). Warrants offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding sentence shall be issued in the form of assignment definitive Warrant Certificates (the "Definitive Warrants"). The Warrant Certificates evidencing the Global Warrants or the Definitive Warrants to be printed on the reverse thereof, delivered pursuant to this Agreement shall be substantially in substantially the form set forth in Exhibit A hereto (not including the information set forth in footnote 1 thereto, but including the information set forth in footnote 2 thereto) together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificatesattached hereto. The Such Global Warrant Certificates shall be deposited on or after the Effective Date with, or with the Warrant Agent as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate Warrants shall represent such number of the outstanding Warrants as shall be specified therein, therein and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, . Any endorsement of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Warrant Agent and Depositary (as defined below) in accordance with instructions given by the terms of this Agreementholder thereof. The Depository Trust Company shall act as the Depositary with respect to the Global Warrants until a successor shall be appointed by the Company. Upon written request, a Holder Warrant holder may receive from the Depositary and the Warrant Agent Definitive Warrants in definitive form (the “Definitive Warrant Certificates” and, together with the Global Warrant Certificates, the “Warrant Certificates”), substantially in the form of Exhibit A (not including footnote 1 or 2 thereto) as set forth in Section 6 below. The Warrants to be issued under the Plan to holders of General Unsecured Claims (as defined in the Plan) shall initially be issued in the form of one or more Definitive Warrant Certificates1.08 hereof.